Vroom, Inc. 10-K

Item 7A. Quantitative and Qualitative Disclosure About Market Risk Market risk is the risk of economic losses due to adverse changes in financial market prices and rates. Our primary market risk has been interest rate risk. We do not have material exposure to commodity risk. Interest Rate Risk As of December 31, 2020, we had an outstanding balance under the 2020 Vehicle Floorplan Facility of $329.2 million. The 2020 Vehicle Floorplan Facility bears interest at a rate equal to the 1-Month LIBOR rate applicable in the immediately preceding month, plus a spread of 425 basis points. A hypothetical 10% change in interest rates during the year ended December 31, 2020 would result in a change to interest expense of $0.9 million. Inflation Risk Inflationary factors such as increases in overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of operating expenses as a percentage of revenue, if the selling prices of our products do not increase with these increased costs. 79 Table of Contents Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm 81 Consolidated Balance Sheets as of December 31, 2020 and 2019 83 Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019 and 2018 84 Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) for the Years Ended December 31, 2020, 2019 and 2018 85 Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018 86 Notes to Consolidated Financial Statements 88 80 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Vroom, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Vroom, Inc. and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations, of changes in redeemable convertible preferred stock and stockholders' equity (deficit) and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition As described in Notes 2 and 3 to the consolidated financial statements, revenue consists of retail used vehicle sales, wholesale used vehicle sales, fees earned on sales of value-added products to customers in connection with vehicle sales, and other revenues. The Company recognizes revenue upon the transfer of control of goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company’s revenue was $1,357.7 million for the year ended December 31, 2020. The principal considerations for our determination that performing procedures relating to revenue recognition is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to revenue recognition after consideration of the material weaknesses identified by the Company in its internal control environment. 81 Table of Contents Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others, (i) evaluating the recognition of revenue for a sample of revenue transactions by obtaining and inspecting source documents, including invoices, sales contracts, shipping and delivery documents and cash receipts and (ii) testing the cutoff of revenue transactions. These procedures also included evaluating the nature and extent of audit procedures performed and evidence obtained. /s/ PricewaterhouseCoopers LLP New York, New York March 3, 2021 We have served as the Company’s auditor since 2016. 82 Table of Contents VROOM, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) As of December 31, 2020 2019 ASSETS Current Assets: Cash and cash equivalents $ 1,056,213 $ 217,734 Restricted cash 33,826 1,853 Accounts receivable, net of allowance of $2,803 and $789, respectively 60,576 30,848 Inventory 423,647 205,746 Prepaid expenses and other current assets 23,617 9,149 Total current assets 1,597,879 465,330 Property and equipment, net 15,092 7,828 Goodwill 78,172 78,172 Operating lease right-of-use assets 17,137 — Other assets 15,776 12,057 Total assets $ 1,724,056 $ 563,387 LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities: Accounts payable $ 32,925 $ 18,987 Accrued expenses 59,405 38,491 Vehicle floorplan 329,231 173,461 Deferred revenue 24,822 17,323 Operating lease liabilities, current 6,052 — Other current liabilities 30,275 11,572 Total current liabilities 482,710 259,834 Operating lease liabilities, excluding current portion 12,093 — Other long-term liabilities 2,151 3,073 Total liabilities 496,954 262,907 Commitments and contingencies (Note 9) Redeemable convertible preferred stock, $0.001 par value; 10,000,000 and 86,123,364 shares authorized as of December 31, 2020 and 2019, respectively; zero and 83,568,628 shares issued and outstanding as of December 31, 2020 and 2019, respectively — 874,332 Stockholders’ equity (deficit): Common stock, $0.001 par value; 500,000,000 and 113,443,854 shares authorized as of December 31, 2020 and 2019, respectively; 134,043,969 and 8,650,922 shares issued and outstanding as of December 31, 2020 and 2019, respectively 132 8 Additional paid-in-capital 2,004,841 — Accumulated deficit (777,871 ) (573,860 ) Total stockholders’ equity (deficit) 1,227,102 (573,852 ) Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) $ 1,724,056 $ 563,387 See accompanying notes to these consolidated financial statements . 83 Table of Contents VROOM, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share amounts) Year Ended December 31, 2020 2019 2018 Revenue: Retail vehicle, net $ 1,072,551 $ 952,910 $ 656,928 Wholesale vehicle 245,580 213,464 174,514 Product, net 38,195 23,708 19,653 Other 1,374 1,739 4,334 Total revenue 1,357,700 1,191,821 855,429 Cost of sales 1,286,155 1,133,962 794,622 Total gross profit 71,545 57,859 60,807 Selling, general and administrative expenses 245,546 184,988 133,842 Depreciation and amortization 4,598 6,019 6,857 Loss from operations (178,599 ) (133,148 ) (79,892 ) Interest expense 9,656 14,596 8,513 Interest income (5,896 ) (5,607 ) (3,135 ) Revaluation of preferred stock warrant 20,470 769 174 Other income, net (114 ) (96 ) (495 ) Loss before provision for income taxes (202,715 ) (142,810 ) (84,949 ) Provision for income taxes 84 168 229 Net loss $ (202,799 ) $ (142,978 ) $ (85,178 ) Accretion of redeemable convertible preferred stock — (132,750 ) (13,036 ) Net loss attributable to common stockholders $ (202,799 ) $ (275,728 ) $ (98,214 ) Net loss per share attributable to common stockholders, basic and diluted $ (2.76 ) $ (32.04 ) $ (11.50 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 73,345,569 8,605,962 8,540,778 See accompanying notes to these consolidated financial statements. 84 Table of Contents VROOM, INC. CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (in thousands, except share amounts) Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity (Deficit) Balance at January 1, 2018 50,545,260 $ 360,165 8,522,110 $ 8 $ — $ (201,507 ) $ (201,499 ) Cumulative effect of accounting change - revenue recognition — $ — — $ — $ — $ 1,658 $ 1,658 Stock-based compensation — — — — 1,158 — 1,158 Exercise of stock options — — 12,502 — 31 — 31 Vesting of restricted stock awards — — 36,774 — — — — Issuance of Series G redeemable convertible preferred stock, net of issuance costs 16,280,040 145,899 — — — — — Accretion of redeemable convertible preferred stock — 13,036 — — (1,189 ) (11,847 ) (13,036 ) Net loss — — — — — (85,178 ) (85,178 ) Balance at December 31, 2018 66,825,300 $ 519,100 8,571,386 $ 8 $ — $ (296,874 ) $ (296,866 ) Stock-based compensation — $ — — $ — $ 2,756 $ — $ 2,756 Exercise of stock options — — 135,950 — 466 — 466 Vesting of restricted stock awards — — 623,832 — 1,344 — 1,344 Repurchase of common stock — — (680,246 ) — (4,566 ) (1,258 ) (5,824 ) Issuance of Series H redeemable convertible preferred stock, net of issuance costs 16,743,328 222,482 — — — — — Accretion of redeemable convertible preferred stock — 132,750 — — — (132,750 ) (132,750 ) Net loss — — — — — (142,978 ) (142,978 ) Balance at December 31, 2019 83,568,628 $ 874,332 8,650,922 $ 8 $ — $ (573,860 ) $ (573,852 ) Issuance of common stock — $ — 183,870 $ — $ 2,127 $ — $ 2,127 Issuance of Series H redeemable convertible preferred stock, net of issuance costs 1,964,766 26,714 — — — — — Conversion of redeemable convertible preferred stock to common stock (85,533,394 ) (901,046 ) 85,533,394 86 900,960 — 901,046 Conversion of redeemable convertible preferred stock warrant to common stock warrant — — — — 21,873 — 21,873 Issuance of common stock in IPO, net of offering costs — — 24,437,500 24 496,486 — 496,510 Issuance of common stock in follow-on public offering, net of offering costs — — 10,800,000 11 567,941 — 567,952 Repurchase of common stock — — (200,000 ) — (606 ) (1,212 ) (1,818 ) Vesting of restricted stock awards 3,249,346 2 3,381 — 3,383 Stock-based compensation — — — — 13,254 — 13,254 Exercise of stock options — — 598,406 1 2,340 — 2,341 Exercise of common stock warrants — — 636,112 — — — — Vesting of restricted stock units — — 237,334 — — — — Common stock shares withheld to satisfy employee tax withholding obligations — — (82,915 ) — (2,915 ) — (2,915 ) Net loss — — — — — (202,799 ) (202,799 ) Balance at December 31, 2020 — $ — 134,043,969 $ 132 $ 2,004,841 $ (777,871 ) $ 1,227,102 See accompanying notes to these consolidated financial statements . 85 Table of Contents VROOM, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2020 2019 2018 Operating activities Net loss $ (202,799 ) $ (142,978 ) $ (85,178 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 4,654 6,157 6,932 Amortization of debt issuance costs 938 357 279 Loss on extinguishment of debt — 1,031 — Stock-based compensation expense 13,254 2,756 1,158 Loss on disposal of property and equipment 46 789 3,198 Provision for inventory obsolescence 6,588 2,682 (1,069 ) Revaluation of preferred stock warrant 20,470 769 174 Other 2,329 789 — Changes in operating assets and liabilities: Accounts receivable (32,068 ) (18,430 ) 9,049 Inventory (224,489 ) (92,877 ) 11,902 Prepaid expenses and other current assets (9,117 ) (3,935 ) (2,916 ) Other assets (4,556 ) (3,487 ) (3,105 ) Accounts payable 14,066 4,035 (6,527 ) Accrued expenses 28,431 10,131 6,291 Deferred revenue 7,499 10,902 860 Other liabilities 19,500 5,673 (5,959 ) Net cash used in operating activities (355,254 ) (215,636 ) (64,911 ) Investing activities Purchase of property and equipment (11,329 ) (3,528 ) (2,062 ) Proceeds from the sale of property and equipment — — 14,850 Net cash (used in) provided by investing activities (11,329 ) (3,528 ) 12,788 Financing activities Repayments of long-term debt — (25,000 ) (5,506 ) Payments of debt extinguishment costs — (685 ) — Proceeds from vehicle floorplan 1,242,736 992,179 648,309 Repayments of vehicle floorplan (1,086,966 ) (914,200 ) (656,194 ) Payment of vehicle floorplan upfront commitment fees (2,906 ) — — Proceeds from the issuance of redeemable convertible preferred stock, net 21,694 227,502 145,899 Repurchase of common stock (1,818 ) (5,824 ) — Common stock shares withheld to satisfy employee tax withholding obligations (2,915 ) — — Proceeds from the issuance of common stock in connection with IPO, net of underwriting discount 504,024 — — Payments of costs related to IPO (6,791 ) (723 ) — Proceeds from the issuance of common stock in connection with follow-on public offering, net of underwriting discount 569,471 — — Payments of costs related to follow-on public offering (1,519 ) — — Proceeds from exercise of stock options 2,341 1,810 31 Other financing activities (316 ) 183 (164 ) Net cash provided by financing activities 1,237,035 275,242 132,375 Net increase in cash, cash equivalents and restricted cash 870,452 56,078 80,252 Cash, cash equivalents and restricted cash at the beginning of period 219,587 163,509 83,257 Cash, cash equivalents and restricted cash at the end of period $ 1,090,039 $ 219,587 $ 163,509 86 Table of Contents Supplemental disclosure of cash flow information: Cash paid for interest $ 8,540 $ 12,607 $ 7,743 Cash paid for income taxes $ 163 $ 157 $ 212 Supplemental disclosure of non-cash investing and financing activities: Accretion of redeemable convertible preferred stock $ — $ 132,750 $ 13,036 Series H preferred stock issuance costs included in accrued expenses $ — $ 5,020 $ — Costs related to IPO included in accrued expenses and accounts payable $ — $ 1,703 $ — Conversion of redeemable convertible preferred stock warrant to common stock warrant $ 21,873 $ — $ — Issuance of common stock as upfront payment to nonemployee $ 2,127 $ — $ — Accrued property and equipment expenditures $ 97 $ 200 $ — See accompanying notes to these consolidated financial statements . 87 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business and Basis of Presentation Description of Business and Organization Vroom, Inc., and its wholly owned subsidiaries (collectively, “the Company”) is an innovative, end-to-end ecommerce platform that is transforming the used vehicle industry by offering a better way to buy and a better way to sell used vehicles. In December 2015, the Company acquired Houston-based Left Gate Property Holding, LLC (d/b/a Texas Direct Auto and Vroom). The acquisition included the Company's proprietary vehicle reconditioning center, the Texas Direct Auto ("TDA") dealership, and Sell Us Your Car® centers. Left Gate Property Holding, LLC was renamed Vroom Automotive, LLC in March 2021, and is the primary operating entity for the Company's purchases and sales of used vehicles. The Company currently is organized into three reportable segments: Ecommerce, Wholesale, and TDA. The Ecommerce reportable segment represents retail sales of used vehicles through the Company’s ecommerce platform and fees earned on sales of value-added products associated with those vehicles sales. The Wholesale reportable segment represents sales of used vehicles through wholesale channels. The TDA reportable segment represents retail sales of used vehicles from TDA and fees earned on sales of value-added products associated with those vehicles sales. The Company was incorporated in Delaware on January 31, 2012 under the name BCM Partners III, Corp. On June 25, 2013, the Company changed its name to Auto America, Inc. and on July 9, 2015, the Company changed its name to Vroom, Inc. Stock Split In connection with the closing of the Company’s initial public offering (“IPO”) on June 11, 2020, the Company effected a 2-for-1 forward stock split of the Company’s common stock, which became effective immediately prior to the consummation of the IPO. All shares of the Company’s common stock, stock-based instruments, and per-share data included in these consolidated financial statements have been retroactively adjusted as though the stock split has been effected prior to all periods presented. Initial Public Offering The Company closed its IPO on June 11, 2020 in which it sold 24,437,500 shares of common stock at the public offering price of $22.00 per share, including 3,187,500 shares sold pursuant to exercise by the underwriters of their option to purchase additional shares. The Company received proceeds of $504.0 million from the IPO, net of the underwriting discount and before deducting offering expenses of $7.5 million. In addition, in accordance with their terms and consistent with the conversion rates discussed in Note 11 - Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit), all shares of the Company’s outstanding redeemable convertible preferred stock were automatically converted into common stock upon the closing of the IPO. Follow-on Public Offering The Company closed its follow-on public offering on September 15, 2020 in which it sold 10,800,000 shares of common stock at the public offering price of $54.50 per share. The Company received proceeds of $569.5 million from the offering, net of the underwriting discount and before deducting offering expenses of $1.5 million. Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Certain prior year amounts have been reclassified to conform to the current year presentation. 88 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. 2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to income taxes, the realizability of inventory, stock-based compensation, contingencies, revenue-related reserves, fair value measurements, goodwill, and useful lives of property and equipment and intangible assets. The Company bases its estimates on historical experience, market conditions, and on various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. Beginning in the first quarter of 2020, the COVID-19 pandemic negatively impacted, and may continue to negatively impact, the macroeconomic environment in the United States and globally, as well as the Company’s business, financial condition and results of operations. Due to the evolving and uncertain nature of COVID-19, it is reasonably possible that it could materially impact the Company’s estimates, particularly those noted above that require consideration of forecasted financial information, in the near to medium term. The ultimate impact will depend on numerous evolving factors that the Company may not be able to accurately predict, including the duration and extent of the pandemic, the impact of federal, state, local and foreign governmental actions, consumer behavior in response to the pandemic and other economic and operational conditions the Company may face. Comprehensive Loss The Company did not have any other comprehensive income or loss for the years ended December 31, 2020, 2019, and 2018. Accordingly, net loss and comprehensive loss are the same for the periods presented. Revenue Recognition Revenue consists of retail used vehicle sales, wholesale used vehicle sales, fees earned on sales of value-added products to customers in connection with vehicles sales, and other revenues. Refer to Note 3 – Revenue Recognition for a discussion of the Company’s significant accounting policies related to revenue recognition. Cost of sales Cost of sales primarily includes the cost to acquire used vehicles, inbound transportation costs and direct and indirect reconditioning costs associated with preparing vehicles for resale. Reconditioning costs include parts, labor and third-party reconditioning costs directly attributable to the vehicle and allocated overhead costs. Cost of sales also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value. Cash and Cash Equivalents Cash and cash equivalents include cash deposits at financial institutions and highly liquid investments with original maturities of three months or less. Outstanding checks that are in excess of the cash balances at certain financial institutions are included in “Accounts payable” in the consolidated balance sheets and changes in these amounts are reflected in operating cash flows in the consolidated statements of cash flows. Restricted Cash Restricted cash includes cash deposits required under letter of credit agreements as explained in Note 9 – Commitments and Contingencies. As of December 31, 2020, restricted cash also includes a $31.6 million cash deposit required under the Company’s 2020 Vehicle Floorplan Facility as explained in Note 8 – Vehicle Floorplan Facilities. 89 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Accounts Receivable, Net Accounts receivable, net of an allowance for doubtful accounts, includes amounts due from customers and from third-party financial institutions related to vehicle purchases. The allowance for doubtful accounts is estimated based upon historical experience, age of the balances, current economic conditions and other factors and is evaluated as of each reporting date. Increases and decreases in the allowance for doubtful accounts are recorded in “Selling, general and administrative expenses” in the consolidated statements of operations. Inventory Inventory consists primarily of used vehicles and parts and accessories and is stated at the lower of cost or net realizable value. Inventory cost is determined by specific identification and includes acquisition cost, direct and indirect reconditioning costs and inbound transportation expenses. Net realizable value represents the estimated selling price less costs to complete, dispose and transport the vehicles. The Company recognizes any necessary adjustments to reflect inventory at the lower of cost or net realizable value through adjustments to “Cost of sales” in the consolidated statements of operations. Property and Equipment, Net Property and equipment are recorded at cost less accumulated depreciation and amortization. Charges for repairs and maintenance that do not improve or extend the life of the respective assets are expensed as incurred. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation are written off and any resulting gains or losses are recorded during the period. Depreciation and amortization are calculated using the straight-line method over the following estimated useful lives of the assets: Equipment 3 to 15 years Furniture and fixtures 3 to 15 years Company Vehicles 5 to 7 years Leasehold improvements Lesser of useful life or lease term Internal-use software 3 to 5 years The Company capitalizes direct costs of materials and services utilized in developing or obtaining internal-use software. The Company also capitalizes payroll and payroll-related costs for employees who are directly associated with and who devote time to the development of software products for internal use, to the extent of the time spent directly on the project. Capitalization of costs begins during the application development stage and ends when the software is available for general use. Costs incurred during the preliminary project and post-implementation stages are charged to expense as incurred. Goodwill Goodwill represents the excess of the consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed in business combinations. Goodwill is tested for impairment annually as of October 1 or whenever events or changes in circumstances indicate that an impairment may exist. The Company has three reporting units: Ecommerce, Wholesale, and TDA. In performing its annual goodwill impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing qualitative factors, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative test is unnecessary and the Company’s goodwill is not considered to be impaired. However, if based on the qualitative assessment the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or if the Company elects to bypass the optional qualitative assessment as provided for under U.S. GAAP, the Company proceeds with performing the quantitative impairment test. No goodwill impairment was determined to exist for the years ended December 31, 2020, 2019, and 2018. 90 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In connection with its annual goodwill impairment test as of October 1, 20 20 , the Company performed qualitative impairment assessments for each of its reporting units. The results of the qualitative assessments indicated that it was not more likely than not that the fair value of the reporting units were less than the carrying values. Deferred Offering Costs Deferred offering costs, including legal, accounting and other fees and costs relating to the Company’s IPO and Follow-on Public Offering, are capitalized and included within “Other assets” in the consolidated balance sheets. The deferred offering costs were offset against the IPO proceeds within equity upon the closing of the IPO and Follow-on Public Offering. As of December 31, 2020 and 2019, there were $0.0 million and $2.4 million, respectively, of capitalized deferred offering costs included within “Other assets.” Vehicle Floorplan The vehicle floorplan payable (the “Vehicle Floorplan Facility”) reflects amounts borrowed to finance the purchase of specific vehicle inventories. Portions of the Vehicle Floorplan Facility are settled on a daily basis depending on the Company’s sales and purchasing activity. The Vehicle Floorplan Facility is collateralized by vehicle inventories and certain other assets of the Company. Borrowings and repayments are presented separately and classified as financing activities within the consolidated statements of cash flows. Income Taxes The Company accounts for income taxes under the asset and liability method. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as for operating loss and tax credit carry forwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which the Company expects to recover or settle those temporary differences. The Company recognizes the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. The Company reduces the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is “more-likely-than-not” that the Company will not realize some or all of the deferred tax asset. The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon technical merits, it is “more likely than not” that the position will be sustained upon examination. Potential interest and penalties associated with unrecognized tax positions are recognized in income tax expense. Stock-Based Compensation The Company recognizes the cost of employee services received in exchange for stock awards based on the fair value of those awards at the date of grant over the requisite service period. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option pricing model to determine the fair value of its stock-based awards. Estimating the fair value of stock-based awards requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, the expected life of the options, stock price volatility, which is determined based on the historical volatilities of several publicly listed peer companies as the Company has only a short trading history for its common stock, the risk-free interest rate and expected dividends. The assumptions used in the Company’s Black-Scholes option-pricing model represent management’s best estimates and involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. Advertising Advertising costs are expensed as incurred and are included within “Selling, general and administrative expenses” in the consolidated statements of operations. Advertising expenses were $62.4 million, $49.9 million, and $25.6 million for the years ended December 31, 2020, 2019, and 2018, respectively. Shipping and Handling The Company’s logistics costs related to transporting its used vehicle inventory primarily include third-party transportation fees. The portion of these costs related to inbound transportation from the point of acquisition to the relevant reconditioning facility is included in cost of sales when the related used vehicle is sold. Logistics costs not included in cost of sales are accounted for as costs to fulfil contracts with customers and are included in “Selling, general 91 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS and administrative expenses” in the consolidated statements of operations and were $ 30.3 million , $ 14.0 million, and $ 6.4 million for the years ended December 31, 2020 , 2019, and 2018, respectively. Concentration of Credit Risk and Significant Customers The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents and accounts receivable, which are unsecured. The Company’s cash balances are maintained at various large financial institutions. Deposits held with financial institutions may at times exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, management believes they bear minimal risk. The Company’s cash equivalents primarily consist of money market funds that hold investments in highly liquid US treasury securities. Concentration of credit risk with respect to accounts receivable is generally mitigated by a large customer base. For the years ended December 31, 2020, 2019, and 2018, no customer represented 10% or more of the Company’s revenues and no customer represented more than 10% of the Company’s accounts receivable as of December 31, 2020 and 2019. Liquidity The Company has had negative cash flows and losses from operations since inception which it has funded primarily through issuances of common and preferred stock. The Company has historically funded vehicle inventory purchases through a vehicle floorplan facility. As further discussed in Note 8 – Vehicle Floorplan Facilities, the Company entered into a new facility in March 2020 which increased the borrowing capacity up to $450.0 million. In October 2020, the Vehicle Floorplan Facility was amended to extend the maturity date to September 2022. Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Under the two-class method, net loss is attributed to common stockholders and participating securities based on their participation rights. The Company considers all series of its redeemable convertible preferred stock to be participating securities. Under the two-class method, the net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the Company’s redeemable convertible preferred stock do not have a contractual obligation to share in the Company’s losses. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The accretion of the Company’s redeemable convertible preferred stock (refer to Note 11) for the years ended December 31, 2019 and 2018 has been presented as an increase to net loss to determine net loss attributable to common stockholders. Nonemployee Share-Based Payments On May 15, 2020, the Company entered into an agreement with Rocket Auto LLC and certain of its affiliates (collectively, “Rocket”) providing for the launch of an ecommerce platform under the “Rocket Auto” brand for the marketing and sale of vehicles directly to consumers (the “RA Agreement”). The Company will list its used vehicle inventory for sale on the Rocket Auto platform, but all sales of the Company’s inventory will be conducted through the Company’s platform. Rocket Auto is expected to launch publicly during 2021 and, during the term of the RA Agreement, Rocket has agreed to ensure that not less than a minimum percentage of all used vehicles sold or leased through the platform on a monthly basis will be Vroom inventory. The Company issued Rocket 183,870 shares of the Company’s common stock upon execution of the RA Agreement. The Company will pay Rocket a combination of cash and stock for vehicle sales made through the platform. Rocket may earn up to 8,641,914 shares of common stock over a four-year period based upon sales volume of Vroom inventory through the Rocket Auto platform. The Company accounts for the issuance of its common stock under the RA agreement in accordance with ASC 718, Compensation – Stock Compensation , including the provisions that apply to share-based payments issued to nonemployees for goods or services. The Company determined that the grant date was May 15, 2020 for both the upfront 92 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS shares issued and the additional shares that potentially are to be issued based on sales volume through the Rocket Auto platform. The fair value of the Company’s common stock on the grant date was determined to be $ 11.57 per share. The grant date fair value of the upfront shares issued was initially recognized as an asset within “Other assets” in the consolidated balance sheet, which will subsequently be amortized within “Selling , general and administrative expenses” over the term of the RA agreement commencing on the launch date. The grant date fair value of the potential shares to be issued will be recognized within “Selling , general and administrative expenses” as sales of Vroom’s inventory associated with the Rocket Auto platform occur and such shares are earned. Accounting Standards Adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”), which amends the guidance on revenue recognition. Under the new standard, revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration the entity expects to receive in exchange for those goods and services. The principles in the standard are applied using a five-step model that includes 1) identifying the contract(s) with a customer, 2) identifying the performance obligations in the contract, 3) determining the transaction price, 4) allocating the transaction price to the performance obligations in the contract, and 5) recognizing revenue when (or as) the performance obligations are satisfied. The standard also requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB also subsequently issued several amendments to the standard to clarify the guidance. The Company adopted Topic 606 as of January 1, 2018 utilizing the modified retrospective approach applied only to contracts not completed as of the date of adoption. The Company recognized a net decrease to accumulated deficit of $1.7 million as January 1, 2018 due to the cumulative effect of adopting Topic 606. The cumulative effect adjustment primarily resulted from a change in revenue recognition for sales of vehicle service contracts which are provided by a third-party and are sold by the Company on a commission basis. For these products, the Company is contractually entitled to receive profit-sharing revenues based on the performance of the vehicle service contracts once a required claims period has passed. The Company previously recognized this revenue at each reporting date based on the performance of the vehicle service contracts at such date. Under Topic 606, profit sharing revenues are recognized earlier because they represent variable consideration which the Company estimates and recognizes at the time the vehicle services are sold to the end-customer. Topic 606 also requires the Company to make additional disclosures about the amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Refer to Note 3—Revenue Recognition for further information on the Company’s revenue recognition accounting policies. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”) . The intent of this new guidance is to align the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software as defined in ASC 350-40. Under ASU 2018-15, the capitalized implementation costs related to a cloud computing arrangement will be amortized over the term of the arrangement and all capitalized implementation amounts will be required to be presented in the same line items of the financial statements as the related hosting fees. The Company adopted ASU 2018-15 as of January 1, 2019. The new guidance was applied prospectively to all implementation costs incurred after the date of adoption and resulted in the capitalization of $2.7 million of implementation costs, which primarily relate to the Company’s hosted general ledger system. Capitalized implementation costs are included in “Other assets” in the consolidated balance sheet as of December 31, 2019 and are amortized over the terms of the arrangements, which range between 2 and 5 years. Total amortization expense for the year ended December 31, 2019 was $0.3 million. 93 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In February 2016, the FASB issued, ASU 2016-02 , Leases (Topic 842) , which amends the accounting guidance on leases. The new standard requires a lessee to recognize right-of-use assets and lease obligations on the balance sheet for most lease agreements. Leases are classified as either operating or finance, with classification affecting the pattern of expense recognition in the statement of operations. The FASB also subsequently issued amendments to the standard to provide additional practical expedients and an additional transition method option. The Company adopted Topic 842 as of January 1, 2020 using the modified retrospective approach with a cumulative-effect adjustment to opening retained earnings (accumulated deficit) with no restatement of comparative periods. Upon adoption, the Company recognized $18.4 million of operating lease liabilities and $17.4 million of operating lease right-of-use assets. The adoption of Topic 842 did not result in a cumulative effect adjustment to accumulated deficit. Topic 842 provides various optional practical expedients for transition. The Company elected to utilize the package of practical expedients for transition which permitted the Company to not reassess its prior conclusions regarding whether a contract is or contains a lease, lease classification and initial direct costs. The Company did not elect the hindsight practical expedient to determine lease terms. Topic 842 also provides optional practical expedients for an entity’s ongoing lease accounting. The Company elected the short-term lease recognition exemption for all leases that qualify and the practical expedient to not separate lease and non-lease components of leases. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, related to updated requirements over the disclosures of fair value measurements. Under ASU 2018-13, certain disclosure requirements for fair value measurements were eliminated, modified or added to facilitate better disclosure regarding recurring and non-recurring fair value measurements. The Company adopted the guidance on January 1, 2020 which did not have a material impact on the Company’s consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial instruments, Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for most financial assets, including trade receivables, and other instruments that are not measured at fair value through net income. The Company adopted the guidance on January 1, 2020 which did not have a material impact on the Company’s consolidated financial statements and related disclosures. Accounting Standards Issued But Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which enhances and simplifies various aspects of the income tax accounting guidance including the elimination of certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The guidance will be effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The adoption of ASU 2019-12 will not result in a material change to the Company’s consolidated financial statements and related disclosures. 3. Revenue Recognition The Company recognizes revenue upon transfer of control of goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company may collect sales taxes and other taxes from customers on behalf of governmental authorities at the time of sale as required. These taxes are accounted for on a net basis and are not included in revenues or cost of sales. The Company’s revenue is disaggregated within the consolidated statements of operations and is generated from customers throughout the United States. The Company recognizes revenue at a point in time as described below. Retail Vehicle Revenue The Company sells used vehicles to its retail customers through its ecommerce platform and TDA retail location. The transaction price for used vehicles is a fixed amount as set forth within the customer contract at the time of sale. Customers frequently trade-in their existing vehicle to apply toward the transaction price of a used vehicle. Trade-in vehicles represent non-cash consideration which the Company measures at fair value based on external and internal 94 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS market data for each specific vehicle. The Company satisfies its performance obligation and recognizes revenue for used vehicle sales generally at a point in time when the vehicles are delivered to the customer for ecommerce sales or picked up by the customer for TDA sales. The revenue recognized by the Company includes the agreed upon transaction price, including any delivery charges stated within the customer contract. Revenue excludes any sales taxes, title and registration fees, and other government fees that are collected from customers. The Company receives payment for used vehicle sales directly from the customer at the time of sale or from third-party financial institutions within a short period of time following the sale if the customer obtains financing. Payments received prior to delivery or pick-up of used vehicles are recorded as “Deferred revenue” within the consolidated balance sheets. The Company offers a return program for used vehicle sales and establishes a provision for estimated returns based on historical information and current trends. The reserve for estimated returns is presented gross on the consolidated balance sheets, with an asset recorded in “Prepaid expenses and other current assets” and a refund liability recorded in “Other current liabilities.” Wholesale Vehicle Revenue The Company sells vehicles that do not meet its retail sales criteria through wholesale channels. Vehicles sold through wholesale channels are acquired from customers who trade-in their vehicles when making a purchase from the Company, from customers who sell their vehicles to the Company in direct-buy transactions, and from liquidation of vehicles previously listed for retail sale. The transaction price for wholesale vehicles is a fixed amount. The Company satisfies its performance obligation and recognizes revenue for wholesale vehicle sales at a point in time when the vehicle is sold. The transaction price is typically due and collected within a short period of time following the vehicle sales. Product Revenue The Company’s product revenue consists of fees earned on selling vehicle service contracts, guaranteed asset protection (“GAP”) and tire and wheel coverage. The Company sells these products pursuant to arrangements with the third parties that provide these products and are responsible for their fulfillment. The Company concluded that it is an agent for these transactions because it does not control the products before they are transferred to the customer. The Company recognizes product revenues on a net basis when the customer enters into an arrangement for the products, which is typically at the time of a used vehicle sale. Customers may enter into a retail installment sales contract to finance the purchase of used vehicles. The Company sells these contracts on a non-recourse basis to various financial institutions. The Company receives a fee from the financial institution based on the difference between the interest rate charged to the customer that purchased the used vehicle and the interest rate set by the financial institution. These fees are recognized upon sale and assignment of the installment sales contract to the financial institution, which occurs concurrently at the time of a used vehicle sale. A portion of the fees earned on these products is subject to chargebacks in the event of early termination, default, or prepayment of the contracts by end-customers. The Company’s exposure for these events is limited to the fees that it receives. An estimated refund liability for chargebacks against the revenue recognized from sales of these products is recorded in the period in which the related revenue is recognized and is based primarily on the Company’s historical chargeback experience. The Company updates its estimates at each reporting date. As of December 31, 2020 and 2019, the Company’s reserve for chargebacks was $3.8 million and $3.3 million, respectively, of which $1.7 million and $1.8 million, respectively, are included within “Accrued expenses” and $2.1 million and $1.5 million, respectively, are included in “Other long-term liabilities.” The Company also is contractually entitled to receive profit-sharing revenues based on the performance of the vehicle service policies once a required claims period has passed. The Company recognizes profit-sharing revenues to the extent it is probable that it will not result in a significant revenue reversal. The Company estimates the revenue based on historical claims and cancellation data from its customers, as well as other qualitative assumptions. The Company reassesses the estimate at each reporting period with any changes reflected as an adjustment to revenues in the period identified. As of December 31, 2020 and 2019, the Company recognized $11.5 million and $6.9 million, respectively, related to cumulative profit-sharing payments to which it expects to be entitled, of which $0.8 million and $0.3 million, respectively, are included within “Prepaid expenses and other current assets” and $10.7 million and $6.6 million, respectively, are included within “Other assets.” 95 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Other Revenue Other revenue primarily consists of labor and parts revenue earned by the Company for vehicle repair services at TDA. Contract Costs The Company has elected, as a practical expedient, to expense sales commissions when incurred because the amortization period would have been less than one year. These costs are recorded within “Selling, general and administrative expenses” in the consolidated statements of operations. 4. Inventory Inventory consisted of the following (in thousands): December 31, 2020 2019 Vehicles $ 421,458 $ 203,290 Parts and accessories 2,189 2,456 Total inventory $ 423,647 $ 205,746 As of December 31, 2020 and 2019, “Inventory” includes an adjustment of $12.9 million and $6.3 million, respectively, to record the balances at the lower of cost or net realizable value. 5. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2020 2019 Equipment $ 1,061 $ 930 Furniture and fixtures 1,746 1,725 Company vehicles 5,002 1,151 Leasehold improvements 7,068 6,556 Internal-use software 10,552 4,406 Other 2,997 2,580 28,426 17,348 Accumulated depreciation and amortization (13,334 ) (9,520 ) Property and equipment, net $ 15,092 $ 7,828 Depreciation and amortization expense was $4.1 million, $2.8 million, and $3.5 million for the years ended December 31, 2020, 2019, and 2018, respectively. Depreciation and amortization expense of $0.1 million was included within “Cost of sales” in the consolidated statements of operations for the years ended December 31, 2020, 2019 and 2018. 6. Goodwill The carrying amount of the Company’s goodwill was $78.2 million as of December 31, 2020 and 2019, of which $72.2 million, $4.2 million and $1.8 million is allocated to the Ecommerce, TDA, and Wholesale reportable segments, respectively. There were no changes in the carrying amount of the Company’s goodwill for the years ended December 31, 2020 and 2019 and there have been no accumulated impairment charges. 96 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. Accrued Expenses and Other Current Liabilities The Company’s accrued expenses consisted of the following (in thousands): December 31, 2020 2019 Accrued marketing expenses $ 9,106 $ 3,158 Vehicle related expenses 13,062 8,923 Sales taxes 15,443 7,455 Accrued compensation and benefits 5,749 3,386 Accrued professional services 4,890 2,964 Accrued Series H preferred stock issuance costs — 5,020 Other 11,155 7,585 Total accrued expenses $ 59,405 $ 38,491 The Company’s other current liabilities consisted of the following (in thousands): December 31, 2020 2019 Vehicle payable $ 25,086 $ 8,904 Other 5,189 2,668 Total other current liabilities $ 30,275 $ 11,572 8. Vehicle Floorplan Facilities In March 2020, the Company entered into a new vehicle floorplan facility with Ally Bank and Ally Financial (the “2020 Vehicle Floorplan Facility”), which replaced the Company’s previous vehicle floorplan facility. The 2020 Vehicle Floorplan Facility provides a committed credit line of up to $450.0 million which originally was scheduled to expire in March 2021.The amount of credit available is determined on a monthly basis based on a calculation that considers average outstanding borrowings and vehicle units paid off by the Company within the immediately preceding three-month period. As of December 31, 2020, the borrowing capacity of the 2020 Vehicle Floorplan Facility was $356.9 million, of which $27.7 million was unutilized. Outstanding borrowings related to the 2020 Vehicle Floorplan Facility are due as the vehicles financed are sold, or in any event, on the maturity date. The 2020 Vehicle Floorplan Facility bears interest at a rate equal to the 1-Month LIBOR rate applicable in the immediately preceding month plus a spread of 425 basis points. The 2020 Vehicle Floorplan Facility is collateralized by the Company’s vehicle inventory and certain other assets and the Company is subject to covenants that require it to maintain a certain level of equity in the vehicles that are financed, to maintain at least 10% of the outstanding borrowings in cash and cash equivalents, to maintain 10% of the monthly credit line availability on deposit with Ally Bank and to maintain a minimum tangible adjusted net worth of $167.0 million, which is defined as shareholder equity (deficit) plus redeemable convertible preferred stock as determined under U.S. GAAP. The Company was required to pay an upfront commitment fee upon execution of the 2020 Vehicle Floorplan Facility. In October 2020, the Company amended its 2020 Vehicle Floorplan Facility to extend the maturity date to September 30, 2022. The amendment requires the Company to pay an availability fee each quarter on the average unused capacity from the prior quarter if it was greater than 50% of the calculated floorplan allowance, as defined. The amendment reduces the minimum liquidity requirement to maintain in cash and cash equivalents as a percentage of the credit line from 10.0% to 7.5% and changes the requirement to maintain 10% of the monthly credit line availability on deposit with Ally Bank to 10% of the daily floorplan principal balance outstanding. The amendment eliminated the minimum tangible adjusted net worth covenant. The Company was required to pay an upfront commitment fee upon execution of the amendment. The Company previously entered into a vehicle floorplan (the “2016 Vehicle Floorplan Facility”) with Ally Bank and Ally Financial in April 2016, as subsequently amended. The 2016 Vehicle Floorplan Facility consisted of a revolving line of credit with a borrowing capacity of $220.0 million as of December 31, 2019, which could be used to finance the Company’s vehicle inventory. 97 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The interest rate on the 2016 Vehicle Floorplan Facility was equal to the 1-Month LIBOR rate applicable in the immediately preceding month plus a spread of 425 basis points and was payable on a monthly basis. As of December 31, 2020 and 2019, outstanding borrowings on the vehicle floorplan facilities were $329.2 million and $173.5 million, respectively. Interest expense incurred by the Company for the vehicle floorplan facilities was $9.7 million, $10.4 million, and $4.7 million for the years ended December 31, 2020, 2019, and 2018, respectively, which are recorded within “Interest expense” in the consolidated statements of operations. The weighted average interest rate on the vehicle floorplan borrowings was 4.39% and 6.00% as of December 31, 2020 and 2019, respectively. As of December 31, 2020 and 2019, the Company was in compliance with all covenants related to the vehicle floorplan facilities. In connection with the vehicle floorplan facilities, the Company entered into credit balance agreements with Ally Bank and Ally Financial that permit the Company to deposit cash with the bank for the purpose of reducing the amount of interest payable for borrowings. Interest credits earned by the Company were $5.4 million, $5.1 million, and $2.9 million for the years ended December 31, 2020, 2019, and 2018, respectively, which are recorded within “Interest income” in the consolidated statements of operations. 9. Commitments and Contingencies Litigation From time to time, the Company is involved in various claims and legal actions that arise in the ordinary course of business. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. As of December 31, 2020 and 2019, the Company was not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s consolidated results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more matters could have a material adverse effect on the Company’s consolidated results of operations, financial condition or cash flows. Letters of Credit The Company obtained stand-by letters of credit totaling $2.2 million in 2020 to satisfy conditions under three lease agreements. The Company was required to maintain a cash deposit of $2.2 million and $1.9 million with the financial institution that issued the stand-by letters of credit, which is classified as “Restricted cash” within the consolidated balance sheets as of December 31, 2020 and 2019, respectively. Other Matters The Company enters into agreements with third parties in the ordinary course of business that may contain indemnification provisions. In the event that an indemnification claim is asserted, the Company’s liability, if any, would be limited by the terms of the applicable agreement. Historically, the Company has not incurred material costs to defend lawsuits or settle claims related to indemnification provisions. 10. Leases The Company’s leasing activities primarily consist of real estate leases for its operations, including office space, the Company’s reconditioning facility, the TDA retail location, the Company’s Sell Us Your Car centers, parking lots and other facilities. The real estate leases have terms ranging from six months to eight years. The Company also has leases for various types of equipment, which are not material, individually or in the aggregate. The Company assesses whether each lease is an operating or finance lease at the lease commencement date. The Company does not have any material leases, individually or in the aggregate, classified as a finance leasing arrangement. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company does not have any significant leases that have not yet commenced but that create significant rights and obligations for the Company. 98 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company’s real estate leases often require it to make payments for maintenance in addition to rent as well as payments for real estate taxes and insurance. Maintenance, real estate taxes, and insurance payments are generally variable costs which are based on actual expenses incurred by the lessor. Therefore, these amounts are not included in the consideration of the contract when determining the right-of-use asset and lease liability but are reflected as variable lease expenses. Leases with an initial term of 12 months or less are not recorded on the Company’s consolidated balance sheet and expense for these leases are recognized on a straight-line basis over the lease term. Options to extend or terminate leases Certain of the Company’s real estate leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years. The exercise of lease renewal options is at the Company’s sole discretion. If it is reasonably certain that the Company will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of the Company’s right-of-use assets and lease liabilities. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Lease term and discount rate As of December 31, 2020, the weighted-average remaining lease term and discount rate for the Company’s operating leases were 3.5 years and 3.4%, excluding short-term operating leases. As the rate implicit in the lease is generally not readily determinable for the Company’s operating leases, the discount rates used to determine the present value of the Company’s lease liabilities are based on the Company’s incremental borrowing rate at the lease commencement date and commensurate with the remaining lease term. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. The Company determines its incremental borrowing rate based on a synthetic credit rating that was developed with the assistance of a third-party specialist. Lease costs and activity The Company’s lease costs and activity for the year ended December 31, 2020 were as follows (in thousands): Year Ended December 31, 2020 Lease Cost Operating lease cost $ 5,503 Short-term lease cost 350 Variable lease cost 1,915 Sublease income (445 ) Net lease cost $ 7,323 Year Ended December 31, 2020 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,524 Right-of-use assets obtained in exchange for operating lease liabilities $ 4,600 99 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Maturity of Lease Liabilities The maturity of the Company’s lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating lease liabilities recognized on the Company’s consolidated balance sheet as of December 31, 2020 were as follows (in thousands): 2021 6,577 2022 5,318 2023 3,398 2024 3,111 2025 907 Thereafter - Total lease payments 19,311 Less: interest (1,166 ) Present value of lease liabilities $ 18,145 Operating lease liabilities, current $ 6,052 Operating lease liabilities, noncurrent 12,093 Total operating lease liabilities $ 18,145 Future minimum payments under non-cancelable operating leases with initial terms of one year or more consisted of the following as of December 31, 2019 in accordance with ASC Topic 840 (in thousands): Year Ending December 31, 2020 $ 5,509 2021 4,909 2022 3,204 2023 3,026 2024 2,746 Thereafter 699 Total future minimum lease payments $ 20,093 In accordance with ASC Topic 840, rent expense was $7.2 million and $5.7 million for the years ended December 31, 2019 and 2018. Certain of the Company’s lease agreements contain escalation clauses, and accordingly, the Company records the rent expense on a straight-line basis over the lease term. Deferred rent under ASC Topic ASC 840 is recorded within “Accrued expenses” in the consolidated balance sheet. 11. Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) Redeemable Convertible Preferred Stock As of December 31, 2019, the Company had eight outstanding series of redeemable convertible preferred stock (collectively the “Series Preferred”) . The Company classified its Series B through H Preferred Stock (collectively the “Senior Preferred Stock”) as temporary equity within the Company’s consolidated balance sheet as of December 31, 2019 because the instruments contained redemption rights. The Company concluded that the Senior Preferred Stock were considered probable of becoming redeemable through November 2019 and therefore recorded accretion to their redemption values of $132.8 million during the year ended December 31, 2019. During December 2019, the Company ceased accretion of the Senior Preferred Stock to their redemption values due to a sufficiently high likelihood of an IPO requiring a conversion of the instruments into common stock. As of December 31, 2019, the Company classified its Series A Preferred Stock as temporary equity within the Company’s consolidated balance sheets because the instrument contained liquidation features, including a liquidation preference in the event of a deemed liquidation event, that were not solely within the Company’s control. The Company did not adjust the carrying value of the Series A Preferred Stock to its redemption value because it was not probable that the Series A Preferred Stock would become redeemable. 100 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On January 8, 2020, the Company completed an additional closing of its Series H Preferred Stock whereby it sold and issued an aggregate of 1,964,766 shares of Series H Preferred Stock in exchange for gross proceeds of $ 26.7 million. The proceeds were used for general corporate purposes and business development. Immediately upon closing of the IPO, the Company’s outstanding preferred stock was automatically converted into an aggregate of 85,533,394 shares of the Company’s common stock. On June 11, 2020, the Company amended its certificate of incorporation to authorize the issuance of up to 10,000,000 shares of Preferred Stock. As of December 31, 2020, there was no preferred stock issued or outstanding. The authorized, issued and outstanding shares, issue price, conversion price, liquidation preference, and carrying value of the Series Preferred as of December 31, 2019 were as follows: As of December 31, 2019 (in thousands, except share and per share amounts) Shares authorized Shares issued and outstanding Issue price Per share conversion price Liquidation preference Carrying value Series A 3,983,996 3,983,996 $ 1.61 $ 1.61 $ 6,419 $ 6,167 Series B 4,716,484 4,716,484 2.48 2.48 11,709 42,425 Series C 9,134,242 9,134,242 5.93 5.93 54,209 88,739 Series D 14,431,136 14,431,136 6.58 6.58 95,000 142,724 Series E 6,163,792 6,163,792 8.11 8.11 50,000 64,042 Series F 12,705,580 12,115,610 8.53 8.53 103,346 127,820 Series G 16,280,040 16,280,040 8.98 8.98 146,113 174,764 Series H 18,708,094 16,743,328 13.60 13.60 227,651 227,651 86,123,364 83,568,628 $ 694,447 $ 874,332 Common Stock On June 11, 2020, the Company amended its certificate of incorporation to effect a 2-for-1 forward stock split of shares of the Company’s outstanding common stock, such that each share of common stock, $0.001 par value became two shares of common stock, $0.001 par value per share. The shares of common stock authorized for issuance was increased to 500,000,000. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Warrants In connection with the offering of shares of Series B Preferred Stock, the Company issued warrants to an investor in return for providing ongoing advisory services (“Series B Warrants”). The Series B Warrants allowed the investor to purchase up to 161,136 shares of common stock with an exercise price of $0.72 per share. The Series B Warrants vested in equal monthly installments through October 1, 2017. Upon the closing of the IPO, all of the Series B Warrants were exercised cashless by the holder which resulted in the net issuance of 155,862 shares of the Company’s common stock. In August 2017, the Company issued a warrant (the “Series F Preferred Stock Warrant”) which allowed the holders to purchase up to 589,970 shares of the Company’s Series F Preferred Stock, or common stock upon conversion of the Company’s preferred stock into common stock, with an exercise price of $8.53 per share. The holders exercised the warrant on June 23, 2020 on a cashless basis, which resulted in the net issuance of 480,250 shares of the Company’s common stock. Prior to the conversion of the Company’s preferred stock into common stock, the Series F Preferred Stock Warrant was classified as a liability due to the contingent redemption features of the Series F Preferred Stock and was measured at fair value at each reporting date. Refer to Note 13 – Financial Instruments and Fair Value Measurements. 12. Stock-based Compensation On May 28, 2020, the Company adopted the 2020 Incentive Award Plan (“the 2020 Plan”), which authorized the issuance of (i) up to 3,019,108 shares of the Company’s common stock, (ii) up to 4% of an annual increase on the first day of each year beginning on January 1, 2022 and ending on January 1, 2030, and (iii) any shares of the Company’s common stock subject to awards under the 2014 Plan which are forfeited or lapse unexercised and which following the effective date are not issued under the 2014 Plan. Awards may be issued in the form of restricted stock units, restricted stock, stock 101 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS appreciation rights, and stock options. As of December 31, 2020 , there were 3, 1 85 , 964 shares available for future issuance under the 2020 Plan. Stock Options The following table summarizes stock option activity for the year ended December 31, 2020: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding as of December 31, 2019 6,340,000 $ 3.92 8.22 Granted 420,500 10.46 Exercised (598,406 ) 3.91 Forfeited / cancelled (544,526 ) 4.48 Outstanding as of December 31, 2020 5,617,568 $ 4.35 7.33 Vested and exercisable as of December 31, 2019 2,684,160 $ 3.58 7.41 Vested and exercisable as of December 31, 2020 3,449,606 $ 3.83 6.74 The Company recognized $2.2 million, $2.6 million, and $1.0 million of stock-based compensation expense related to stock options for the years ended December 31, 2020, 2019, and 2018, respectively. As of December 31, 2020 and 2019, the Company had $3.5 million and $5.2 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 2.2 years and 2.6 years, respectively. The grant date fair value of stock options granted during the year ended December 31, 2020 was estimated at the time of grant using the Black-Scholes option-pricing model and utilized the following weighted average assumptions: Year Ended December 31, 2020 Fair value of common stock (per share) $ 10.46 Expected term (in years) 5.9 — 6.3 Risk-free interest rate 1.7% Expected volatility 36.3% — 36.6% Dividend yield —% The weighted average fair value of stock options granted during the year ended December 31, 2020 was estimated to be $3.97 per share. The aggregate intrinsic value of options exercised during the year ended December 31, 2020 was $22.4 million, and the aggregate intrinsic value of options outstanding and options exercisable as of December 31, 2020 was $205.7 million and $128.1 million, respectively. RSUs The following table summarizes activity for restricted stock units (“RSUs”) for the year ended December 31, 2020: Shares Weighted Average Grant Date Fair Value per Share Unvested and outstanding as of December 31, 2019 408,000 $ 4.01 Granted 2,073,006 12.06 Vested (237,334 ) 3.86 Forfeited / cancelled (8,230 ) 11.86 Unvested and outstanding as of December 31, 2020 2,235,442 $ 11.46 The Company recognized $10.9 million, $0.1 million, and $0.1 million of stock-based compensation expense related to RSUs for the years ended December 31, 2020, 2019, and 2018, respectively. As of December 31, 2020 and 2019, the Company had $15.4 million and $1.3 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 1.8 years and 2.4 years, respectively. 102 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As a result of completing its IPO in June 2020, the Company commenced the recognition of compensation expense for 510,278 RSUs that vest upon the occurrence of a liquidity event, which includes an IPO, and continuous service that generally ranges from 12 to 4 8 months . In February 2020, the Company granted 367,782 RSUs to its chief executive officer that vest upon the achievement of performance-based conditions, which includes Revenue and EBITDA targets for fiscal year 2022, and the achievement of a liquidity event, which includes a change of control or an IPO. As a result of completing its IPO in June 2020, and the probability of achieving the performance-based conditions, the Company commenced recognition of compensation expense. Certain of the Company’s RSU grants are subject to acceleration upon a change of control and termination within 12 months, and upon death, disability, retirement and certain “good leaver” circumstances. RSAs During the years ended December 31, 2014 and 2015, the Company granted awards of 4,751,874 shares of restricted common stock (the “RSAs”). The following table summarizes the activity related to the Company’s RSAs for the year ended December 31, 2020: Shares Unvested at December 31, 2019 272,868 Vested (272,868 ) Unvested at December 31, 2020 — For the years ended December 31, 2020, 2019, and 2018, the expense related to the RSAs was $0.2 million, $0.0 million and $0.1 million, respectively. As of December 31, 2020, there was no remaining unrecognized stock-based compensation expense related to the RSAs. 13. Financial Instruments and Fair Value Measurements U.S. GAAP defines fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. These estimates are subjective in nature and involve uncertainties and matters of judgment, and therefore cannot be determined with precision. U.S. GAAP establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and establishes the following three levels of inputs that may be used to measure fair value: Level 1—Quoted prices in active markets for identical assets or liabilities Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted market prices in markets that are not active; or model-derived valuations or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities 103 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Items Measured at Fair Value on a Recurring Basis The following tables present the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): ` As of December 31, 2020 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 814,681 $ — $ — $ — Total financial assets $ 814,681 $ — $ — $ — ` As of December 31, 2019 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 70,059 $ — $ — $ — Total financial assets $ 70,059 $ — $ — $ — Financial Liabilities Other long-term liabilities: Series F Preferred Stock Warrant — — 1,403 1,403 Total financial liabilities $ — $ — $ 1,403 $ 1,403 The following table presents a reconciliation of the Series F Preferred Stock Warrant, which was measured at fair value using Level 3 inputs (in thousands): Series F Preferred Stock Warrant Balance as of December 31, 2019 $ 1,403 Change in fair value 20,470 Conversion to common stock warrant (21,873 ) Balance as of December 31, 2020 $ — Prior to the closing of the IPO on June 11, 2020 and the related conversion of the Company’s preferred stock into common stock, the Company estimated the fair value of the Series F Preferred Stock Warrant based on the Black-Scholes option-pricing model which utilized the value of shares sold in the Company’s latest preferred stock financing and allocated the estimated equity value of the Company to each class of the Company’s outstanding securities using an option-pricing back-solve model. Upon the closing of the IPO, the Series F Preferred Stock Warrant converted into a common stock warrant and the warrant liability was remeasured at fair value for the last time based on the quoted price of the Company’s publicly traded common stock. On June 23, 2020, the holders exercised the Series F Preferred Stock Warrant. Fair Value of Financial Instruments The carrying amounts of restricted cash, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short-term nature. The carrying value of the 2020 Vehicle Floorplan Facility was determined to approximate fair value due to its short-term duration and variable interest rate that approximates prevailing interest rates as of each reporting period. 14. Segment Information The Company has three reportable segments: Ecommerce, Wholesale, and TDA. No operating segments have been aggregated to form the reportable segments. The Company determined its operating segments based on how the chief operating decision maker (“CODM”) reviews the Company’s operating results in assessing performance and allocating resources. The CODM reviews revenue and gross profit for each of the reportable segments. Gross profit is defined as revenue less cost of sales incurred by the segment. The CODM does not evaluate operating segments using asset information as these are managed on an enterprise wide group basis. Accordingly, the Company does not report 104 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS segment asset information. As of December 31, 2020 , 2019, and 2018, the Company did no t have any assets located outside of the United States. The Ecommerce reportable segment represents retail sales of used vehicles through the Company’s ecommerce platform and fees earned on sales of value-added products associated with those vehicle sales. The Wholesale reportable segment represents sales of used vehicles through wholesale channels. The TDA reportable segment represents retail sales of used vehicles from TDA and fees earned on sales of value-added products associated with those vehicle sales. Information about the Company’s reportable segments are as follows (in thousands): Year Ended December 31, 2020 Ecommerce Wholesale TDA Consolidated Revenues from external customers $ 915,451 $ 245,580 $ 196,669 $ 1,357,700 Gross profit (loss) $ 60,861 $ (1,432 ) $ 12,116 $ 71,545 Year Ended December 31, 2019 Ecommerce Wholesale TDA Consolidated Revenues from external customers $ 588,114 $ 213,464 $ 390,243 $ 1,191,821 Gross profit $ 32,127 $ 340 $ 25,392 $ 57,859 Year Ended December 31, 2018 Ecommerce Wholesale TDA Consolidated Revenues from external customers $ 301,172 $ 174,514 $ 379,743 $ 855,429 Gross profit $ 22,425 $ 3,257 $ 35,125 $ 60,807 The reconciliation between reportable segment gross profit to consolidated loss before provision for income taxes is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Segment gross profit $ 71,545 $ 57,859 $ 60,807 Selling, general and administrative expenses 245,546 184,988 133,842 Depreciation and amortization 4,598 6,019 6,857 Interest expense 9,656 14,596 8,513 Interest Income (5,896 ) (5,607 ) (3,135 ) Revaluation of preferred stock warrant 20,470 769 174 Other income, net (114 ) (96 ) (495 ) Loss before provision for income taxes $ (202,715 ) $ (142,810 ) $ (84,949 ) 105 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 15. Income Taxes Income Tax Provision The components of the provision for income taxes are as follows for the years ended December 31, 2020, 2019, and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 Current: Federal $ — $ — $ — State and local 84 168 229 Total current tax expense 84 168 229 Deferred tax (benefit): Federal — — — State and local — — — Total deferred tax (benefit) — — — Provision for income taxes $ 84 $ 168 $ 229 Pretax loss for all periods presented were classified as Domestic. Tax Rate Reconciliation The Company’s effective tax rate for the years ended December 31, 2020, 2019, and 2018 was (0.04)%, (0.12)%, and (0.27)%, respectively. A reconciliation of the provision for income taxes at the statutory rate to the amount reflected in the consolidated statements of operations is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Income taxes at statutory rate $ (42,570 ) $ (29,990 ) $ (17,839 ) State income taxes, net of federal benefit (5,417 ) (1,096 ) 180 Permanent differences 1,264 772 229 Change in valuation allowance 46,901 30,051 17,756 Other (94 ) 431 (97 ) Provision for income taxes $ 84 $ 168 $ 229 Deferred Tax Assets (Liabilities) The Company computes income taxes using the liability method. This method requires recognition of deferred tax assets and liabilities, measured by enacted rates, attributable to temporary differences between the financial statements and the income tax basis of assets and liabilities. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that certain deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those specific jurisdictions prior to the dates on which such net operating losses expire. The Company maintained a full valuation allowance against its net deferred tax assets for December 31, 2020 and 2019 because the Company has determined that is it more likely than not that these assets will not be fully realized based on a current evaluation of expected future taxable income and the Company is in a cumulative loss position. As of December 31, 2020 and 2019 the Valuation Allowance balance was $121.9 million and $75.0 million, respectively. The Valuation Allowance was $44.9 million and $27.5 million as of December 31, 2018 and January 1, 2018, respectively. 106 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 102,252 $ 66,879 Inventory reserves 12,409 5,911 Stock-based compensation 3,119 840 Accrued Expense 1,456 867 Depreciation — 114 Right of Use Asset 4,175 — Allowance for Doubtful Accounts 1,809 173 Other 836 423 Total deferred tax assets 126,056 75,207 Less: valuation allowance (121,859 ) (74,959 ) Net deferred tax assets 4,197 248 Deferred tax liabilities: Intangible amortization (225 ) (248 ) Depreciation (29 ) — Lease Liability (3,943 ) — Net deferred tax liabilities (4,197 ) (248 ) Net deferred income taxes $ — $ — Net Operating Losses As of December 31, 2020, the Company had total net operating loss carryforwards for U.S. federal income tax purposes of $462.1 million, of which $126.2 million expire from 2034 through 2037 and $335.9 million do not expire. The Company has net operating loss carryforwards for state income tax purposes of $78.7 million, which expire from 2034 through 2040. The Company is subject to tax in the United States and many state and local jurisdictions. The Company, with certain exceptions, is no longer subject to income tax examinations by U.S. federal, state and local for tax years 2015 and prior. The company is not currently under audit for any US federal or state income tax audits. The Internal Revenue Code (IRC) Section 382 provides for a limitation of the annual use of net operating loss and tax credit carryforwards following certain ownership changes (as defined by the IRC Section 382) that limits the Company’s ability to utilize these carryforwards. The Company completed a Section 382 study to determine the applicable limitation, if any. It was determined that the Company has undergone three ownership changes. There were ownership changes in July 2013, November 2014 and July 2015 which substantially limit the use of the net operating losses generated before the change in control. The Company is still evaluating to see if the shareholder lock-up period expiration in December 2020 associated with the IPO, resulted in a change in control. Uncertain Tax Positions The Company has not identified any uncertain tax positions as of December 31, 2020 or 2019. Any interest and penalties related to uncertain tax positions shall be recorded as a component of income tax expense. To date, no interest or penalties have been accrued in relation to uncertain tax positions. 107 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1 6 . Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Year Ended December 31, (in thousands, except share and per share amounts) 2020 2019 2018 Net loss $ (202,799 ) $ (142,978 ) $ (85,178 ) Accretion of redeemable convertible preferred stock — (132,750 ) (13,036 ) Net loss attributable to common stockholders $ (202,799 ) $ (275,728 ) $ (98,214 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 73,345,569 8,605,962 8,540,778 Net loss per share attributable to common stockholders, basic and diluted $ (2.76 ) $ (32.04 ) $ (11.50 ) The following potentially dilutive shares were not included in the calculation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive: Year Ended December 31, 2020 2019 2018 Redeemable convertible preferred stock — 83,568,628 66,825,300 Warrants — 161,136 161,136 Stock options 5,617,568 6,110,000 2,961,008 Restricted stock awards — 3,249,382 3,873,214 Restricted stock units 2,235,442 408,000 100,000 Total 7,853,010 93,497,146 73,920,658 17. Related Party Transactions Management Services Agreement In July 2015, the Company entered into a management services agreement (“MSA”) with Catterton Management Company, L.L.C. (“Catterton Management”), an affiliate of L Catterton (“Catterton”), a holder of more than 5% of the Company’s outstanding capital stock, pursuant to which Catterton Management agreed to provide consulting services on certain business and financial matters. Under the MSA, the Company agreed to pay Catterton Management an annual fee of $0.3 million until the expiration of the MSA upon the earlier of (i) termination by mutual consent of the parties and (ii) such time that Catterton and/or its affiliates cease to be one of the Company’s stockholders. For the years ended December 31, 2020, 2019, and 2018, payments of the annual fees were waived. In May 2020, the MSA was terminated. AutoNation Reconditioning Agreement In January 2019, the Company entered into a vendor agreement (“Vendor Agreement”) with AutoNation, Inc. (“AutoNation”), an affiliate of Auto Holdings, Inc., a holder of more than 5% of the Company’s outstanding capital stock, pursuant to which AutoNation agreed to provide certain reconditioning and repair services for vehicles owned by the Company. Amounts due under the Vendor Agreement for parts supplied and services performed by AutoNation become due and payable as they accrued. For the year ended December 31, 2019, the Company incurred $1.1 million of costs under the Vendor Agreement. The Vendor Agreement was terminated in February 2020. 108 Table of Contents VROOM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 18. Subsequent Event On January 7, 2021, the Company completed the acquisition of the CarStory business, a leader in AI-powered analytics and digital services for automotive retail, through the acquisition of 100% of Vast Holdings, Inc. Leveraging its machine learning, CarStory brings predictive market data to Vroom’s national ecommerce and vehicle operations platform. As part of Vroom, we expect CarStory to continue to offer its digital retailing services to dealers, automotive financial services companies and others in the automotive industry. Pursuant to the acquisition agreement, the aggregate purchase price was approximately $120.0 million, comprised of cash and shares of the Company’s common stock. On the closing date, the Company paid $77.5 million in cash and issued 1,072,117 shares of common stock. The purchase price is subject to adjustment for certain working capital adjustments and post-closing indemnities. Due to the proximity of the acquisition date to the Company’s filing of its annual report on Form 10-K for the year ended December 31, 2020, the initial accounting for the CarStory business combination is incomplete, and therefore the Company is unable to disclose certain information required by ASC 805, Business Combinations , including the provisional amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed and goodwill. 109 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable.